Variable Insurance Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
Service Agreement
[Name]
[Address]
[City, State and Zip Code]
Ladies and Gentlemen:
Variable Insurance Funds (the "Trust") is an open-end management
investment company organized as a Massachusetts business trust and registered
with the Securities and Exchange Commission (the "SEC") under the Investment
Company Act of 1940 (the "1940 Act"). On behalf of direct or indirect investors
in each of the investment portfolios of the Trust identified in Schedule A
hereto (individually, a "Fund" and collectively, the "Funds"), including
variable contract owners with contract value allocated to the Funds, the
Trustees of the Trust have adopted a Service Plan (the "Plan") which, among
other things, authorizes the Trust to enter into this Agreement with
_________________ (the "Participating Organization"), concerning the provision
of support services to the Participating Organization's customers who may from
time to time be investors in the Funds ("Customers"). The terms and conditions
of this Agreement are as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectus for the shares of each Fund
(individually, a "Prospectus" and collectively, the "Prospectuses") as
from time to time are effective under the Securities Act of 1933 (the
"1933 Act"). Terms defined therein and not otherwise defined herein are
used herein with the meaning so defined.
1.2 For purposes of determining the fees payable to the Participating
Organization under Section 3, the average daily net asset value of a
Fund's shares will be computed in the manner specified in the Trust's
registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of such Fund's
shares for purposes of purchases and redemptions.
2. SERVICES AS PARTICIPATING ORGANIZATION.
2.1 The Participating Organization is hereby authorized and may from time
to time undertake to perform the following support services to
Customers in connection with investments in the Shares of a Fund: (i)
providing Customers with a service that directly or indirectly invests
the assets of their accounts in a Fund's shares pursuant to specific or
pre-authorized instructions; (ii) processing dividend payments from the
Trust on behalf of Customers; (iii) providing information periodically
to Customers showing variable contract value or their positions in a
Fund's shares; (iv) arranging for bank wire transfers of funds to or
from a Customer's account; (v) responding to inquiries from Customers
relating to the services performed by the Participating Organization
under this Agreement; (vi) providing subaccounting with respect to a
Fund's shares beneficially owned by Customers or the information to the
Trust necessary for subaccounting; (vii) if required by law, forwarding
communications from the Trust (such as proxies, shareholder reports,
annual and semi-annual financial statements, and dividend,
distribution, and tax notices) to Customers; (viii) rendering ongoing
advice respecting the suitability of particular investment
opportunities offered by the Trust in light of the Customer's needs;
and (ix) providing such other similar services as may be reasonably
requested to the extent the Participating Organization is permitted to
do so under applicable statutes, rules, or regulations.
2.2 The Participating Organization will provide such office space and
equipment, telephone facilities, and personnel (which may be any part
of the space, equipment, and facilities currently used in the
Participating Organization's business, or any personnel employed by the
Participating Organization) as may be reasonably necessary or
beneficial in order to provide such support services.
2.3 All orders for a Fund's shares are subject to acceptance or rejection
by the Trust in its sole discretion, and the Trust may, in its
discretion and without notice, suspend or withdraw the sale of a Fund's
shares.
2.4 In no transaction shall the Participating Organization act as dealer
for its own account; the Participating Organization shall act solely
for, upon the specific or pre-authorized instructions of, and for the
account of, its Customers. For all purposes of this Agreement, the
Participating Organization will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust or
BISYS Fund Services (the "Distributor"), the underwriter of the Trust's
shares, in any matter or in any respect. No person is authorized to
make any representations concerning the Distributor, the Trust, or a
Fund's shares except those representations contained in the Fund's
then-current Prospectus and the Trust's Statement of Additional
Information and in such printed information as the Distributor or the
Trust may subsequently prepare.
2.5 The Participating Organization and its employees will, upon request, be
available during normal business hours to consult with the Distributor
or its designees concerning the performance of the Participating
Organization's responsibilities under this Agreement. Any person
authorized to direct the disposition of monies paid or payable by the
Trust pursuant to Section 3 of this Agreement will provide to the
Distributor and the Trust's Board of Trustees, and the Trust's Trustees
will review at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
In addition, the Participating Organization will furnish to the
Distributor, the Trust or their designees such information as the
Distributor, the Trust or their designees may reasonably request
(including, without limitation, periodic certifications confirming the
rendering of support services described herein), and will otherwise
cooperate with the Distributor, the Trust and their designees
(including, without limitation, any auditors designated by the Trust),
in the preparation of reports to the Trust's Board of Trustees
concerning this Agreement and the monies paid or payable by the Trust
pursuant hereto, as well as any other reports or filings that may be
required by law.
3. FEES.
3.1 In consideration of the services and facilities provided by the
Participating Organization hereunder, the Trust will pay to the
Participating Organization a fee calculated at the applicable annual
rate set forth on Schedule A hereto with respect to the average daily
net asset value of each Fund's shares which are attributable to
Customers, which fee will be computed daily and paid monthly. The fee
will not be paid to the Participating Organization with respect to (i)
shares of a Fund that are redeemed or repurchased by the Trust or the
Distributor within seven business days of receipt of confirmation of
such sale, or (ii) a Customer if the amount of such fee on an annual
basis with respect to such Customer shall be less than $1.00.
3.2 The fee rate with respect to any Fund or Funds stated on Schedule A
hereto may be prospectively increased or decreased by the Trust, in its
sole discretion, at any time upon notice to the Participating
Organization.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Participating Organization
represents, warrants, and agrees that: (i) the Participating
Organization will provide to Customers a schedule of the services it
will perform pursuant to this Agreement and a schedule of any fees that
the Participating Organization may charge directly to Customers for
services it performs in connection with investments in the Trust on the
Customer's behalf; and (ii) any and all compensation payable to the
Participating Organization by Customers in connection with the
investment of their assets in the Trust will be disclosed by the
Participating Organization to Customers and will be authorized by
Customers and will not result in an excessive fee to the Participating
Organization.
4.2 The Participating Organization agrees to comply with all requirements
applicable to it by reason of all applicable laws, including state
insurance laws and regulations, federal and state securities laws, the
Rules and Regulations of the SEC and the Conduct Rules of the National
Association of Securities Dealers, Inc. (the "NASD"), including,
without limitation, all applicable requirements of the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, and the provisions of
Rule 2830 of the Conduct Rules. The Distributor has furnished the
Participating Organization with a list of the states or other
jurisdictions in which the Distributor believes the shares of the Fund
have been registered for sale or are otherwise qualified for sale, and
the Participating Organization agrees that it will not engage in any
transaction on behalf of a Customer's account resulting in the purchase
of a Fund's shares in any jurisdiction in which such shares are not
registered or otherwise qualified for sale. The Participating
Organization further agrees that it will maintain all records required
by applicable law or otherwise reasonably requested by the Trust or the
Distributor relating to the services provided by it pursuant to the
terms of this Agreement.
4.3 The Participating Organization agrees that under no circumstances shall
the Trust or the Distributor be liable to the Participating
Organization or any other person under this Agreement as a result of
any action by the SEC or the NASD affecting the operation or
continuation of the Plan.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Trust shall not be liable to the Participating Organization and the
Participating Organization shall not be liable to the Trust except for
acts or failures to act which constitute lack of good faith or gross
negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to operate
as a waiver by the Trust or by the Participating Organization of
compliance with any applicable federal or state law, rule, or
regulation and the rules and regulations promulgated by the NASD.
5.2 The Participating Organization will indemnify the Trust and hold it
harmless from any claims or assertions relating to the lawfulness of
the Participating Organization's participation in this Agreement and
the transactions contemplated hereby or relating to any activities of
any persons or entities affiliated with the Participating Organization
performed in connection with the discharge of its responsibilities
under this Agreement. If any such claims are asserted, the Trust shall
have the right to manage its own defense, including the selection and
engagement of legal counsel of its choosing, and all costs of such
defense shall be borne by the Participating Organization.
6. EFFECTIVE DATE; TERMINATION.
6.1 This Agreement will become effective with respect to each Fund on the
date a fully executed copy of this Agreement is received by the Trust
or its designee. Unless sooner terminated with respect to any Fund,
this Agreement will continue with respect to a Fund until March 1,
2000, and thereafter will continue automatically for successive
one-year periods from that date, provided such continuance is
specifically approved at least annually by the vote of a majority of
the members of the Board of Trustees of the Trust who are not
"interested persons" (as such term is defined in the 0000 Xxx) of the
Trust and who have no direct or indirect financial interest in the Plan
relating to such Fund or any agreement relating to such Plan, including
this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
6.2 This Agreement will automatically terminate with respect to a Fund in
the event of its assignment (as such term is defined in the 1940 Act).
This Agreement may be terminated with respect to any Fund by the Trust
or by the Participating Organization, without penalty, upon sixty days'
prior written notice to the other party. This Agreement may also be
terminated with respect to any Fund at any time without penalty by the
vote of a majority of the members of the Board of Trustees of the Trust
who are not "interested persons" (as such term is defined in the 0000
Xxx) of the Trust and who have no direct or indirect financial interest
in the Plan relating to such Fund or any agreement relating to such
Plan, including this Agreement, on sixty days' written notice.
7. GENERAL.
7.1 All notices and other communications to either the Participating
Organization or the Trust will be duly given if mailed, telegraphed or
telecopied to the appropriate address set forth on page 1 hereof, or at
such other address as either party may provide in writing to the other
party.
7.2 The Trust may enter into other similar agreements for the provision of
services with any other person or persons without the Participating
Organization's consent.
7.3 Upon receiving the written consent of the Trust or its designee, the
Participating Organization may, at its expense, subcontract with any
entity or person concerning the provision of the services contemplated
hereunder; provided, however, that the Participating Organization shall
not be relieved of any of its obligations under this Agreement by the
appointment of such subcontractor and provided further, that the
Participating Organization shall be responsible, to the extent provided
in Article 5 hereof, for all acts of such subcontractor as if such acts
were its own.
7.4 This Agreement supersedes any other agreement between the Trust and the
Participating Organization relating to support services in connection
with a Fund's shares and relating to any other matters discussed
herein. All covenants, agreements, representations, and warranties made
herein shall be deemed to have been material and relied on by each
party, notwithstanding any investigation made by either party or on
behalf of either party, and shall survive the execution and delivery of
this Agreement. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of any
other term or provision hereof. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect
the meaning hereof. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument and shall
be governed by and construed in accordance with the laws (other than
the conflict of laws rules) of the State of Ohio and shall bind and
inure to the benefit of the parties hereto and their respective
successors and assigns.
7.5 The Amended and Restated Declaration of Trust establishing the Trust,
dated July 20, 1994 as amended and restated February 5, 1997, and all
amendments thereto (the "Declaration"), is filed with the Office of the
Secretary of the Commonwealth of Massachusetts and provides that the
obligations of the Trust under this instrument are not binding upon any
of the Trust's Trustees or shareholders individually, but bind only the
estate of the Trust or its Funds, as applicable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below.
VARIABLE INSURANCE FUNDS
By:______________________
Title:___________________
Date:____________________
The foregoing Agreement is hereby accepted:
[Name of Participating Organization]
By:________________________
Title:_____________________
Date:______________________
Dated: Xxxxx 0, 0000
Xxxxxxxx A
to the Service Agreement
between Variable Insurance Funds
and [Participating Organization]
NAME OF FUND COMPENSATION*
Annual rate of up to twenty-five
BB&T Growth and Income Fund one hundreds of one percent (0.25%)
BB&T Capital Manager Fund of the average daily net assets of
AmSouth Regional Equity Fund each Fund's shares attributable to
AmSouth Equity Income Fund Customers of the Participating
AmSouth Select Equity Fund Organization.
--------------------
* All fees are computed daily and paid monthly.
VARIABLE INSURANCE FUNDS [PARTICIPATING ORGANIZATION]
By: __________________________ By: _________________________
Title: _________________________ Title: _________________________
Date: _________________________ Date: _________________________
